EXHIBIT 4.11
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LOCK- UP AGREEMENT
BAM! Entertainment, Inc.
333 West Santa Clara Street, Suite 716
San Jose, California 95113
Ladies & Gentlemen:
The Shareholders of VIS entertainment limited ("VIS") have accepted an Offer
made by BAM! Entertainment, Inc., a Delaware Corporation (the "COMPANY") dated
24 March, 2004; pursuant to which the Company has agreed, upon the terms and
subject to the conditions contained therein, to issue to the Shareholders of
VIS, shares of the Company's common stock, US $0.001 par value and the
Shareholders of SOE Development Limited ("SOED") have agreed to sell to the
Company the whole of the share capital of SOED pursuant to a Sale and Purchase
Agreement dated 18 March 2004 ("SPA") under which the Company has agreed upon
the terms and subject to the conditions contained therein to issue to the
Shareholders of SOED (or as they may direct) shares of the Company's common
stock US $0.001 par value (all of such shares of common stock together referred
to in this agreement as "COMMON STOCK"). The undersigned recognizes that the
Offer and/or the SPA will be of benefit to the undersigned. The undersigned
acknowledges that the Company is relying on the representations and agreements
of the undersigned contained in this letter in carrying out the Offer and
closing the SPA. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Offer.
In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of the Company (which
consent may be withheld in its sole discretion) or except as otherwise set forth
herein, directly or indirectly, sell, offer, contract, or grant any option to
sell (including without limitation any short sale), pledge, transfer, establish
an open "put equivalent position" within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the "EXCHANGE ACT") or otherwise dispose
of any shares (collectively, a "DISPOSITION") of Common Stock currently or
hereafter owned either of record or beneficially (as defined in Rule l3d-3 under
the Exchange Act) by the undersigned, or publicly announce the undersigned's
intention to do any of the foregoing, during the period commencing on the date
hereof and continuing through the close of trading on the one-year anniversary
of the date on which the Offer was declared unconditional in all respects and
the acquisition of the shares in SOED under the SPA was completed ("CLOSING
DATE"); provided, however, that beginning on and after the thirtieth (30th)
calendar day after the Closing Date, twenty-five percent (25%) of the Common
Stock held, directly or indirectly, by the undersigned as of the date of
execution of this Agreement shall not be subject to the terms set forth in this
Agreement; provided, further, that beginning on and after the one hundred
eightieth (180th) calendar day after the Closing Date, an additional twenty-five
percent (25%) of the Common Stock held, directly or indirectly, by the
undersigned as of the date of execution of this Agreement shall not be subject
to the terms set forth in this Agreement; provided, further, that beginning on
and after the two hundred seventieth (270th) calendar day after the Closing
Date, an additional twenty-five percent (25%) of the Common Stock held, directly
or indirectly, by the undersigned as of the date of execution of this Agreement
shall not be subject to the terms set forth in this Agreement; and provided,
further, that beginning on and after the one-year anniversary of the Closing
Date, the remaining twenty-five percent (25%) of the Common Stock held, directly
or indirectly, by the undersigned as of the date of execution of this Agreement
shall not be subject to the terms set forth in this Agreement (the "LOCK-UP
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PERIOD"). The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock held by the undersigned except in
compliance with the foregoing restrictions. Notwithstanding the foregoing, the
undersigned may, during the Lock-up Period, sell or otherwise transfer the
Common Stock (a) to an Affiliate (as defined below) provided, however that the
undersigned must (i) provide prior written notice of the transfer to the Company
and (ii) deliver a copy of this Agreement executed by the transferee to the
Company prior to the transfer of the Common Stock; or (b) without limitation in
the event the shareholders of the Company accept an unconditional offer for the
acquisition of all of the outstanding equity capital of the Company. For
purposes of this Agreement, an Affiliate shall be defined as any business entity
controlled by, controlling or under common control with the transferring party,
any general or limited partner, or guarantor or indemnifier of the investment of
any partner of a holder of Common Stock which is a limited partnership or
limited liability partnership any person who acquires the whole or substantially
the whole of a holder of Common Stock which is a statutory body or to which the
relevant statutory functions have been transferred or delegated or to a
successor of any such body.
The foregoing restriction has been expressly agreed to preclude the holder of
the Common Stock from engaging in any hedging or other transaction which is
designed to or reasonably expected to lead to or result in a Disposition of
Common Stock during the Lock-up Period, even if such Common Stock would be
disposed of by someone other than such holder. Such prohibited hedging or other
transactions would include, without limitation, any short sale (whether or not
against the box) or any purchase, sale, or grant of any right (including,
without limitation, any put or call option) with respect to any Common Stock or
with respect to any security (other than a broad-based market basket or index)
that included, relates to, or derives any significant part of its value from
Common Stock. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of shares of Common Stock or Common Stock held by the undersigned
except in compliance with the foregoing restrictions.
In the event that, prior to the expiration of the Lock-up Period, there is a
distribution or a series of distributions (collectively, a "DISTRIBUTION") by
the undersigned to any of its beneficiaries, the undersigned agrees that such
Common Stock shall remain subject to the lock-up provisions set forth in this
Agreement as held, directly or indirectly, by each beneficiary of the
undersigned and that the undersigned shall take all necessary and proper actions
to enforce the terms set forth in this Agreement upon a Distribution to ensure
that each of the beneficiaries of the undersigned shall be bound by the terms of
this Agreement. Upon a Distribution, the Lock-up Period shall apply to the
Common Stock, as held by the beneficiaries of the undersigned on a pro rata
basis. Furthermore, upon a Distribution, the undersigned also agrees and
consents to, and shall ensure, the entry of stop transfer instructions with the
Company's transfer agent against the transfer of the Common Stock held, directly
or indirectly, by the beneficiaries of the undersigned, as a result of a
Distribution except in compliance with this restriction.
This agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.
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SIGNATURE OF VIS SHAREHOLDER/SOED SHAREHOLDER
________________________
PLEASE PRINT YOUR NAME IN THE SPACE ABOVE AND THEN SIGN BELOW, IN THE PRESENCE
OF A WITNESS
Signature by individual(s),
sole or first named
registered shareholder* witnessed by
............................
Name: Address:
GEY ST. Signature:
Joint holders: ----------------------
2. ........................
2. Name ..................... Address .........................
.......................... Signature........................
3. ........................
3. Name ..................... Address .........................
.......................... Signature........................
4. ........................
4. Name ..................... Address .........................
.......................... Signature........................
Execution by corporation: ............................. .................................
Name of Director/Authorised Signature
............................ Signatory
Name of Company ............................. .................................
Name of Director/Secretary/ Signature
Authorised Signatory/witness
- ----------------------
* You must have your signature witnessed. You should have your signature
witnessed by a person who is over 18 years of age and who is not one of the
joint registered holders (if any). The witness should NOT however be a spouse or
a member of your immediate family. The witness should also print their full name
and home address in the space provided.